Article 1 – A Joint-Stock Company has been established by the founders with the following signatures to be governed under the current laws and according to the provisions of this Main Agreement.
Article 2 – Founders of this Company are legal persons who have undersigned this Main Agreement and the names and residing places of whom are listed below;
a) Fertilizer Corporation of America (Madison Avenue Newyork America)
b) Türkiye Cumhuriyeti Ziraat Bankası (Ankara, Bankalar Caddesi)
c) Türkiye Zirai Donatım Kurumu (Ankara, Keçiören)
d) Sümerbank (Ankara, Ulus Meydanı)
e) Etibank (Ankara, Bankalar Caddesi)
f) Türkiye Şeker Fabrikaları Anonim Ortaklığı (Ankara, Atatürk Bulvarı)
g) Makina ve Kimya Endüstrisi Kurumu (Ankara, vicinity of İstasyon)
Article 3 – Title of the Company is (Gübre Fabrikaları Türk Anonim Şirketi).
Article 4 – Types and scopes of occupation and business constituting the commercial aim and business subjects of the Company are as follows:
A – Industrialism:
1- Production of sulfuric acid, phosphoric acid, mono-ammonium phosphate, simple super-phosphate, triple super-phosphate and composite fertilizer within and outside Türkiye,
2- If necessary, production of any kind of chemical fertilizers, harvested fertilizers, leaf fertilizers, fluid fertilizers, fertilizer solutions and fertilizer suspensions,
3- Production of phosphoric acid, sulfuric acid types and phosphate compounds used in industry,
4- Production of any kinds of chemicals obtained from products, side-products and wastes,
5- Other than those mentioned above, production, import and export of industrial chemical substances, import and domestic purchasing, production and marketing of necessary raw materials.
6- Regarding the study topics specified in articles 1, 2, 3, 4 and 5 above;
a – To found, purchase, lease and operate necessary factories and plants within and outside Türkiye, to join, purchase and operate national and foreign companies founded for this purpose,
b – Supply from domestic and foreign markets, import and export, marketing at domestic and foreign markets of necessary raw materials, by-products and products, to found, purchase and join to domestic and foreign marketing Firms for this purpose,
7- To carry out production, selling, export and import procedures of any kind of chemical and organic fertilizer, fertilizer raw materials, fertilizer auxiliary substances within and outside Türkiye.
B - Mining:
1- To carry out import, export, or domestic trade of all kinds of mines obtained in Türkiye, especially mines and metals obtained in ore state or processed such as phosphate, pyrite, gold, silver, wolfram, uranium, trona, iron, copper, chromium, lead, zinc, tin, manganese, cobalt, mercury and coal or their alloys,
2 – To search for mine areas to extract mines or to acquire search and operation licenses for areas it shall duly find and to allocate these search and operation licenses it has acquired to the benefit of third persons when necessary,
3 – To purchase, import, export and carry out domestic trade of machinery and equipments and construction and heavy machines necessary for searching, extracting, chemically analyzing and operating ores and metals.
4 – To establish plants necessary for extracting and producing mines, to purchase, join, lease and operate this kind of plants founded for this purpose,
5 – To carry out import, export and domestic trade of products, semi-products or raw materials obtained from integrated facilities to be founded for operating any kind of mine ores, to carry out import, export and domestic trade of precious stones, precious metals and items produced of alloys of these metals and coating metals,
6 - To carry out import, export and domestic trade of raw materials, semi-product metals, machinery full plants, molds, spare parts and accessories related with mining,
C - Trade:
1 - To carry out import and broker works concerning business subject of the Company,
2 – To carry out commercial representation, brokerage and agency procedures,
3 – To carry out private, official, national, international contracting and commissioning works,
4 - To carry out import, export, production, manufacturing, domestic supply and domestic trade of raw material, semi-products, products, machinery, full plants, mold, packing materials, spare parts and accessories concerning the subject of the Company,
5 – To found bagging plants, to purchase, lease, operate plants founded for this purpose, to offer terminal services, to found domestic and foreign companies concerning this subject, to join those already founded,
D – Tourism:
To found and build, to purchase, to rent and to lease to third persons any kind of hoses, tourism hotels, motels, dams and roads, to undertake some of these jobs as a contractor, to carry out commercial operations in this subject, to make reservations abroad, to establish organizations at the facilities leased such as shops, buffets, restaurants, bars and to transfer or operate them, to render tourism agency services, transport and carrying works and similar agency works, to found new companies with other real and legal persons on this subject, to join those domestic and foreign firms already founded.
E - Transport:
To carry out the domestic and foreign trade of transportation, to transport by land, marine and aircrafts and to purchase any kind of equipment and vehicles necessary for transport, To found ports, facilities, and terminals, to render terminal services, to carry out transit warehouse and shipment works, To carry out import, export and domestic trade of facilities built for this purpose, to lease and purchase ships, aircrafts an land vehicles, to found and purchase new firms concerning the subject, to join domestic and foreign companies available,
F – To carry out Insurance Agency business, to join domestic and foreign companies available G - To carry out import, export and act as agency,
H – To establish foundations and to render out social services : To found aid funds, social
organizations and cooperation of social entity for officials and employees of Company in
accordance with article 468 of T.T.K., to provide maintenance, management and operation
thereof, additionally; apart from foundations established in accordance with article 468 of
T.T.K., establishing foundations on social and education aim, to participate foundations
established.
I – Construction Business:
1 – To undertake construction of any kind of building, erection and industrial plant projects, to act as consultant on these subjects, to offer engineering service, to found project offices,
2 – To undertake construction, erection and building plants in any branch of public and civil works and industrial services,
3 – To purchase machinery and equipment necessary for operations specified in the above two articles, to found companies, to join those companies available, to cooperate with domestic and foreign entities for this purpose.
J - To acquire, operate, rent, lease, if necessary, sell and purchase any kind of movable properties, immovable properties and use them as real capital to be a partner to Estate Investment Partnership (Gayrimenkul Yatırım Ortaklığı-GYO) companies, to give cash capital to GYO. To lay and register mortgage on estates or properties of others on behalf of the company, or on company assets against the company and may remove these mortgages, may realize any kind of disposition on these properties, to acquire any kind of rights, to grant any kind of real and personal guarantees, commercial and operational pledge on behalf of third parties, to carry out commercial and legal cooperation with real and legal entities of domestic and foreign nationalities, to found new companies, to attend as partner to already founded companies, to attend to contract awarding, to carry out contractual works, to dispose real and personal rights on assets, to carry out suretyship and loan works with their own partners and third persons and institutes, to acquire letter patents, copyrights, may lease or rent them, to lay usufruct and pledge rights on them, may receive and award representations and agencies, as required by exceptional provisions specified in Article 329 of TTK including the stock shares purchased back, to pledge on stocks and coupons on behalf of third persons and to take this document as pledge. However as required by provisions mentioned, representation of the stocks purchased back is not allowed and it is obligatory to re-transfer them to others in a short time.
In order to enlighten the investors, necessary explanations are to be made searched for Capital Market Board within the scope of special cases.
K – Agricultural and Food Industry:
To carry out any kind of business related with agriculture and raising livestock and food industry, to found plants for this purpose, to purchase and join those already available.
The Company may acquire any rights and favor any obligations to achieve its goals regarding matters specified in A and K clauses above.
Such as:
a) May carry out commercial, industrial and other transactions required by issues of study. May acquire industrial rights such as patents, letter patents, trademarks and knowhow concerning this subject, may register then for its name, may transfer them to others, may acquire them as transferred by others, may lease them with or without limited term within the frames foreseen by domestic legislation or may allocate them to third persons.
b) The Company, in order to realize industrial and commercial works it deems as necessary, may establish any kind of partnerships with or without limited term with real and legal entities of domestic and foreign nationalities, may attend as partner to already founded companies, may act as agency or distributor of those companies in Türkiye.
c) May borrow money and property to achieve the purpose and subject of the company. May lay and register mortgage on estates or properties of others on behalf of the company, or on company assets against the company and may remove these mortgages, may commit any kind of debt under decision of the board of Directors, may realize any kind of disposition on these properties, may acquire any kind of rights, may grant any kind of real and personal guarantees, commercial and operational pledge on behalf of third parties, may dispose real and personal rights on assets, to carry out suretyship and loan works with their own partners and third persons and institutes. May make rent acts or rent annotations on behalf of firms he is affiliated regarding the estates, may lease estates owned by third persons and institutes. In order to enlighten the investors, necessary explanations are to be made searched for Capital Market Board within the scope of special cases.
d) May pledge the stocks and bonds owned by the Company, may sign commercial notes as guarantee as joint debtor or endorser. By obtaining the necessary licenses within and outside Türkiye, may issue any kind of bonds, profit partnership certificate, commercial papers and bills payable. It does not issue new bonds unless the issued bond are fully paid.
Furthermore the Company may establish partnerships with real and legal entities, may attend biddings singly or with domestic and foreign companies available, in case of being successful firm, may accept partners from outside, may join other firms who are successful bidders.
e) The Company may carry out the acts listed above in foreign countries if permitted by and acts in compliance with laws, may establish cooperation with other domestic and foreign firms. However it may found a firm and make agreements based on sharing financial liabilities.
f) Provided that not qualified as mediation operation and securities portfolio management, it may purchase any movable goods required by purpose and issues of study, may apply any kind of legal disposition on them. In order to enlighten the investors, necessary explanations are to be made searched for Capital Market Board within the scope of special cases.
L – MARITIME
a) To carry out sea and shore cleaning operations for preserving the sea and its environment and to prevent sea pollution, to purchase, sell, lease and rent any kind of land and sea crafts, equipment and materials necessary for these operations.
b) For preserving the sea and its environment and for cleaning the sea, to carry out operations such as taking liquid and solid wastes from ships and any kind of boats, storage and recycling, to make any kind of investments and to found and operate any kind of plants for this purpose, to purchase, sell, lease and rent any kind of land and sea crafts, equipment and materials necessary for these operations.
c) In order to build, repair and restore the above mentioned vehicles, to found shipyards, rolling mill, irrigation trenches, to produce any kind of iron, steel, pipes and plates, to purchase, sell, rent, operate, import, export any kind of raw materials and products, to make cooperation, partnership, representing, agency and similar works with companies who are involved in the same business, to build, buy, lease and operate fixed and floating docks and marinas, and by this way to carry out ship docking, to carry out operations concerning marine tourism.
d) To open, operate, buy, sell, lease and rent warehouses, stores and shops at ports and free zones.
Article 5 - The Company’s head office is in İstanbul and its operation centers are İstanbul and İskenderun and Yarımca where the premises are located and other premises within the borders of Türkiye where the Company establishes suitable with its goals. The Company, if deems as necessary, may open branches within and outside Türkiye, may found representations, may appoint correspondents, agents and liaison offices. The Company’s announcements within the provisions of article 37 of Turkish Commercial Code are made through Turkish Commercial Registration Journal. In case of address change, the new address is to be registered at the commercial registration and announced at Türkiye Commercial Registration Journal and also to be reported to the Ministry of Industry and Commerce and to Capital Market Board.
Article 6 – The Company’s operation terms has been extended without limit. The Company’s operation term may be shortened or extended under decision of the General Assembly. In case of extension, permission should be received from the Ministry of Industry and Commerce.
Article 29 – Shareholders of the Company hold a meeting at least once a year as a General Assembly. The General Assembly that meets in compliance with Law and the provisions of the Main Agreement, represents the full shareholders. The decisions taken by the General Assemblies which meet this way, apply both to opposition as well as those who were not present at the meeting.
General Assemblies meet usually and unusually. The Usual General Assembly meets at least once a year within the first three months starting from the end of the account term of the Company. At this meeting, annual transactions and accounts of the Company and other points included in the agenda are reviewed and necessary decisions are taken.
The Unusual General Assembly meets and takes decisions as and if required by the business of the Company and according to the provisions written in Turkish Commercial Code and in this main agreement hereby.
Article 30 - Ministry of Industry and Commerce may call the Company’s General Assembly for meeting as it deems necessary either usually or unusually. It arranges and announces the negotiation agenda concerning this subject. Costs for announcements and other items are to be borne by the Company.
Shareholders who hold 5% of the Company capital, if they note a reason and request in written, may call the Board of Directors or the Auditors to General Assembly unusual meeting. If the meeting is to be made originally, the points desired to be discussed by the shareholders who hold 5% of the Capital are to be put in the agenda by the Board of Directors. In case the Board of Directors or the Auditors fail to fulfill these duties, the court of jurisdiction may allow the General Assembly to be called to meeting and the desired items to be discussed. The rights of shareholders to join the meeting are subject to the provisions of Turkish Commercial Code provided that the issues such as share stocks, possession and the state of the possessor, misuse of voting right incurred from share stocks with right of usufruct, right of taking information and confidentiality obligation of shareholders and registration system principles are taken into consideration at the meeting.
Article 31 - General Assemblies essentially meet at the Company’s Head Office. However, if required, it may meet at another available place specified by the Board of Directors.
Article 32 – Both the usual and the unusual General Assembly meetings are to be informed 15 days at the latest before the date of meeting to the Ministry of Industry and Commerce and a copy of the agenda and the relevant documents are to be sent to the Ministry. In Main Agreement modifications, primarily a pre-permission has to be received from the Capital Market Board. Surveyor of The Ministry of Commerce has to be present at all the meetings. Decisions taken at meetings held in the absence of surveyor are not valid. The invitation announcement for meeting of the General Assembly is to be published in the Türkiye Commercial Registration Journal at the latest two weeks before the meeting date excluding the meeting days. The shareholders who formerly notified their residing address to the Company for delivery of share stocks are informed about the meeting date by registered letter. The fact that Profit and loss calculations, balance sheet, suggestions regarding annual report and distribution system of net profit, are to be ready 15 days prior to the General Assembly Meeting for review of shareholders at the Company Head Office accompanied with the report to be given by auditors, s to be announced together with the agenda of the General Assembly meeting.
Article 33 - General Assembly meetings and quorum and voting rights are subject to the provisions of Turkish Commercial Code. Each share provides one voting right.
Article 34 – In case no objection is raised by owners and representatives of all the shares, provided that other provisions regarding General Assembly meetings are reserved, General Assembly may also meet without obeying the ceremony about invitation to meeting.
At such a meeting, issues included within the scope of General Assembly’s duties may be decided upon provided that owners and representatives of all the shares are present.
Article 35 – At the General Assembly meetings, shareholders may cause other shareholders or a representative appointed from outside to represent themselves. Representatives who are shareholders to the Company, are authorized to use their votes as well as votes owned by each of the shareholders. Regarding this subject, arrangements of the Board regarding voting by proxy are to be complied with. The kind of power is to be determined and announced by the Board of Directors in accordance with the Capital Market Legislation.
Article 36 – Shareholders to be present at the General Assembly, shall submit the share stocks represented by themselves or by proxy and the evidencing documents a week before to the Company Head Office or to a bank and receive an introduction card in return that bear the numbers and quantities of share stocks. This term of one week is valid under normal conditions, and under obligatory reasons shareholders who apply until the morning of the meeting date under the procedures may join the meeting. If majority is not obtained at the first meeting, these cards are valid also for the second meeting.
However proxies and powers awarded for those to join as representatives are to be effective.
Article 37 – A chart is to be issued showing the names, surnames, and number of their shares of the Shareholders or deputies and representatives who are to be present at the General Assembly meetings and to be hanged by the Board of Directors at a place which can be seen by shareholders before starting the discussions and a copy is to be given to the Secretariat of the General Assembly.
Article 38 – General Assembly meetings are presided by the Chairman of the Board of Directors, and in case of his absence, by the Assistant Chairman of the Board of Directors. Duty of the Chairman is to provide the discussions to be made in an orderly way compliant with the procedures and the provisions of the Main Agreement.
A secretary of the General Assembly and a vote collector are to be chosen among the shareholders and from outside by the shareholders. A chart is to be prepared showing the names, surnames, and number of their shares of the Shareholders or deputies and representatives who are to be present at the General Assembly meetings and undersigned by the participants and held in minutes and to be shown to th authorities if demanded.
Article 39 – For the decisions to be made at the General Assembly meetings to be valid, a minutes of meeting has to be held showing the content and conclusions and the opposition reasons of opponents. This minutes is to be signed by the shareholders and surveyor present at the meeting. If the Chairman and the vote collector are to be authorized by the shareholders to sign the minutes, it is sufficient to be signed by them. Documents evidencing that procedure for inviting to meeting is maintained as required, are to be enclosed with the minutes or the content to be noted.
The Board of Directors is liable with registering and announcing a certified copy of these minutes to the Commercial registration.
Article 40 – Powers of the General Assembly:
Of the issues mentioned below and included exclusively within the power scope of the General Assembly as required by law, those that cannot be assigned to another body are:
a) To discuss and finalize the issues not included within the power of the Board of Directors,
b) To give acceptance or rejection decisions about balance sheet, profit and loss calculations with the reports to be arranged by the Board of Directors and auditors about the Company business or to make discussions and finalize their re-arrangement, To decide upon release or obligation of the Board of Directors, to determine the distribution system of profits to be assessed, to choose the members of the Board of Directors and auditors and to dismiss and replace them if deemed as necessary, to determine the amount of attendance fee to be paid to members of the Board of Directors and the allocation to be made to auditors,
c) To decide upon the issues of purchasing and/or selling the real estates which are over 25% of active total of the latest balance sheet arranged in compliance with the legislation principles and rules and SPK, of the Company.
d) To make exclusive decision on this subject in case the Board of Directors asks for instructions in any case.
Article 41 – Decision of the General Assembly regarding approval of Balance Sheet provides release of the members of the Board of Directors and the Manager and the Auditors. However, if some points have not been shown in the balance sheet or balance sheet is arranged falsely, with the approval of the balance sheet, managers and auditors who are members of the Board of Directors cannot be released. Decisions given about acceptance of balance sheet and calculations before reading the report given by Auditors are not valid.
Article 42 – Shareholders cannot join the discussions in the General Assembly concerning issues with which Shareholders are personally involved as well as cannot vote. Those who have joined the discussions of Company business in any way whatever, do not bear voting right in decisions regarding release of members of the Board of Directors. This prohibition does not apply to auditors.
Article 43 – Discussions regarding approval of balance sheet at the General Assembly may be postponed a month later upon the request of the majority or of the shareholders representing 5% of the Company capital and the invitation for the second meeting is to be made according to the procedures. At this second meeting, in order to validate the demand to be set forth regarding postponing by minority the discussion to another meeting, the necessary explanation should not have been made about the points formerly objected in the balance sheet.
Article 44 – In case the General Assembly is invited for meeting for modification of the Main Agreement, first of all a pre-permission has to be received from SPK and then the modified text permitted by the Ministry of Industry and Commerce is to be announced together with the original text. After the Modifications involved are certified in accordance with the procedures and registered to Commercial Registration, they are to be effective upon the date of announcement. Validity, cancellation of the General Assembly decisions and modification of the Main Agreement and quorum and voting right involves are to be subject to the provisions of Turkish Commercial Code.
Article 45 – At the General Assembly meetings, voting is performed by raising hands. Secret voting can be applied only upon the request of shareholders present who own one tenth of the capital they represent.
Article 46 – Reports of the Board of Directors and Auditors and sufficient number of copies of annual balance sheet, minutes of the General Assembly and the chart bearing the names and rates of stocks owned by the shareholders present at the General Assembly are to be sent to the Ministry of Industry and Commerce or handed to the government surveyor present at the meeting, within one month at the latest starting from the last meeting date of the General Assembly.
Amendments of Articles of Association (information about trade registry gazettes)
